SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
11, 2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
ITEM
8.01 OTHER EVENTS.
On
August
11, 2006, Charter Communications, Inc.’s ("Charter") indirect subsidiaries, CCH
II, LLC ("CCH II"), and CCH I, LLC ("CCH I") commenced private offers
(the
"private exchange offers'') in which certain holders of certain of
the
outstanding notes of Charter Communications Holdings, LLC ("Charter
Holdings"),
an indirect subsidiary of Charter, are being offered the right to exchange
those
notes for up to $200 million principal amount of CCH II 10.25% Senior
Notes due
2013 ("CCH II 2013 notes'') and up to $675 million principal amount
of CCH I 11%
Senior Secured Notes due 2015 ("CCH I notes''). The CCH I notes to
be issued in
the private exchange offers, if issued, will be of the same class as
the
currently outstanding $3.525 billion principal amount of CCH I notes.
Charter
Holdings will unconditionally guarantee the CCH II 2013 notes. Charter
Holdings
guarantees the currently outstanding CCH I notes and will guarantee
the CCH I
notes to be issued in the private exchange offers. The private exchange
offers
will expire at 11:59 p.m., ET, on September 8, 2006, unless extended.
As noted
below, the CC VIII Interest (defined below) to be held by CCH I will
be pledged
as security for any CCH I notes that may be issued in the private exchange
offers and all outstanding CCH I notes. The CCH I notes currently outstanding
are, and the CCH I Notes to be issued in the private exchange offers
also will
be, secured by a pledge of CCH I's equity interests in CCH II.
As
part
of the private exchange offers, CCHC, LLC will contribute its 70% interest
(the
"CC VIII Interest'') in the Class A preferred equity interests of CC
VIII, LLC
("CC VIII''), a majority-owned indirect subsidiary of Charter Communications
Operating, LLC, to CCH I. The CC VIII Interest will be pledged as security
for
all CCH I notes, including those that may be issued in the private
exchange
offers described above. The CC VIII preferred interests are entitled
to a 2%
accreting priority return on the priority capital. The CC VIII Interest
represents approximately 13% of the total equity interests in CC VIII
at June
30, 2006. CC VIII owns systems with approximately 934,000 analog video
customers
at June 30, 2006.
The
press
release announcing the private exchange offers is attached as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 8.01:
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
Release dated as of August 11, 2006.
*
|
* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
August 16, 2006
|
|
By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice
President and Chief Accounting
Officer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
Release dated as of August 11, 2006.
*
|
Exhibit
99.1
NEWS
FOR
RELEASE: 6:00AM CT, Friday, August 11, 2006
CHARTER
COMMUNICATIONS ANNOUNCES
ISSUANCE OF
UP
TO $875 MILLION OF DEBT SECURITIES
IN
PRIVATE EXCHANGE OFFERS
ST.
LOUIS, MO
-
Charter Communications, Inc. (Nasdaq: CHTR) (“Charter”) announced today that its
wholly owned, indirect subsidiaries, CCH II, LLC (“CCH II”) and CCH I, LLC (“CCH
I”), are commencing private offers to issue up to $875 million of new notes in
exchange for up to any and all of each series of outstanding notes listed below
of Charter Communications Holdings, LLC (“Charter Holdings”). Charter Holdings,
an indirect subsidiary of Charter, is an indirect parent company of CCH I and
CCH II. The purpose of these private exchange offers is to improve Charter’s
financial flexibility by extending debt maturities and reducing overall
indebtedness.
CCH
II is
offering to issue up to $200 million of new 10.25% Senior Notes due 2013 (the
“CCH II Notes”) and CCH I is offering to issue up to $675 million of 11.00%
Senior Secured Notes due 2015 (the “CCH I Notes” and, collectively with the CCH
II Notes, the “New Notes”) in exchange for up to any and all of each series of
the Charter Holdings’ notes with maturities in 2009 and 2010 (the “2009-2010
Notes”) and in 2011 and 2012 (the “2011-2012 Notes” and, collectively with the
2009-2010 Notes, the “Old Notes”).
The
offers are made only to qualified institutional buyers and to certain non-U.S.
investors located outside the United States.
The
following table sets forth: (i) the principal amount of each series of Old
Notes; (ii) the consideration being offered in CCH II Notes; and (iii) the
consideration being offered in CCH I Notes. Holders of Old Notes may elect
to
receive either CCH II Notes or CCH I Notes, but such election will be subject
to
proration and the other terms and conditions of the offers.
|
New
Notes per $1,000 Principal Amount of Old Notes
|
|||||||||||||
|
CUSIP
|
Principal
Amount Outstanding
|
Title
of Old Notes to be Exchanged
|
Total
Consideration in CCH II Notes (1)
|
Total
Consideration in CCH I Notes (1)
|
|||||||||
|
2009-2010
Notes
|
|||||||||||||
|
16117PAE0
|
$291,959,500
|
8.625%
Senior Notes due 2009
|
$895.00
|
$995.00
|
|||||||||
|
16117PAK6
|
154,168,000
|
10.00%
Senior Notes due 2009
|
896.25
|
996.25
|
|||||||||
|
16117PAT7
|
130,848,000
|
10.75%
Senior Notes due 2009
|
897.50
|
997.50
|
|||||||||
|
16117PAZ3
|
107,340,145
|
9.625%
Senior Notes due 2009
|
887.50
|
986.25
|
|||||||||
|
16117PAL4
|
48,835,000
|
10.25%
Senior Notes due 2010
|
851.25
|
945.00
|
|||||||||
|
16117PAM2
|
43,179,000
|
11.75%
Senior Discount Notes due 2010
|
851.25
|
945.00
|
|||||||||
|
2011-2012
Notes
|
|||||||||||||
|
16117PAV2
|
$217,297,000
|
11.125%
Senior Notes due 2011
|
$770.00
|
$855.00
|
|||||||||
|
16117PAF7
|
197,561,713
|
9.920%
Senior Discount Notes due 2011
|
735.00
|
816.25
|
|||||||||
|
16117PBB5
|
136,718,000
|
10.00%
Senior Notes due 2011
|
740.00
|
822.50
|
|||||||||
|
16117PBD1
|
124,641,000
|
11.75%
Senior Discount Notes due 2011
|
790.00
|
877.50
|
|||||||||
|
16117PAW0
|
94,329,000
|
13.50%
Senior Discount Notes due 2011
|
800.00
|
888.75
|
|||||||||
|
16117PBH2
|
112,862,000
|
12.125%
Senior Discount Notes due 2012
|
670.00
|
745.00
|
|||||||||
|
(1)
Total consideration includes an early payment of $50.00 per $1,000
principal amount of Old Notes.
|
|||||||||||||
In
order
to be eligible to receive the early participation payment of $50.00 in principal
amount of New Notes, holders must tender their Old Notes on or prior to 5:00
PM
Eastern Time (ET), on August 24, 2006, unless extended. Eligible holders who
validly tender their Old Notes after that time will receive, for each $1,000
principal amount of Old Notes tendered, a principal amount of New Notes equal
to
the total consideration for that series less the early participation payment.
The early participation payment will be paid in CCH II Notes, to the extent
Old Notes are exchanged for CCH II Notes, and will be paid in CCH I Notes,
to the extent Old Notes are exchanged for CCH I Notes.
The
exchange offers are not subject to any minimum amount of Old Notes being
tendered.
The
CCH
II Notes will mature on October 1, 2013, will be unconditionally guaranteed
by
Charter Holdings and will accrue interest from and including the settlement
date. The CCH I Notes will be substantially identical in all respects to the
existing $3.525 billion of 11.00% Senior Secured Notes due 2015 (the “existing
CCH I Notes”), except that the CCH I Notes (i) initially will be subject to
certain restrictions on transfer and (ii) will have a separate CUSIP number
from
the existing CCH I Notes and thus will not be fungible with the existing CCH
I
Notes. Together with the existing CCH I Notes, the CCH I Notes will have the
benefit of certain additional collateral consisting of 70% of all outstanding
Class A preferred units in CC VIII, LLC. Such CC VIII units will be contributed
to CCH I by Charter Holdings’s direct parent, CCHC, LLC (“CCHC”), on or prior to
the settlement date. CC VIII is an indirect subsidiary of Charter Communications
Operating, LLC.
Claims
with respect to the New Notes have been structured to be senior to claims with
respect to any Old Notes that remain outstanding after consummation of the
exchange offers.
The
aggregate principal amount of CCH II Notes available to be issued in the
exchange for the Old Notes will be $200 million (the “CCH II Maximum Amount”).
The aggregate principal amount of CCH I Notes available to be issued in the
exchange for the Old Notes will be $675 million (the “CCH I Maximum Amount” and,
together with the CCH II Maximum Amount, the “Maximum Amounts”).
All
validly tendered 2009-2010 Notes will be accepted, subject to the satisfaction
or waiver of the conditions to the offer. However, to the extent that the CCH
II
Maximum Amount or the CCH I Maximum Amount would be exceeded as a result of
tenders of 2009-2010 Notes, such 2009-2010 Notes tendered for CCH II Notes
or
CCH I Notes, as the case may be, will be exchanged for the other type of New
Notes.
After
all
valid tenders of 2009-2010 Notes are accepted, all valid tenders of 2011-2012
Notes for either CCH II Notes or CCH I Notes will be accepted, subject to the
following terms. To the extent that the remaining CCH II Maximum Amount or
CCH I
Maximum Amount would be exceeded as a result of tenders of 2011-2012 Notes,
such
2011-2012 Notes tendered for CCH II Notes or CCH I Notes, as the case may be,
will be exchanged for the other type of New Notes. Moreover, if both the CCH
II
Maximum Amount and
the
CCH I
Maximum Amount would be exceeded as a result of tenders of 2011-2012 Notes,
all
validly tendered 2011-2012 Notes will be treated the same irrespective of
elections made and will be exchanged for CCH II Notes and CCH I Notes on a
pro
rata basis according to the remaining Maximum Amounts of CCH II Notes and CCH
I
Notes. Any 2011-2012 Notes not accepted as a result of the foregoing will be
returned.
Tendered
notes may be validly withdrawn until 5:00 PM ET, on August 24, 2006. The
exchange offers will expire at 11:59 PM ET, on September 8, 2006, unless
extended.
Holders
who exchange Old Notes for New Notes will receive a cash payment on the
settlement date of all accrued and unpaid cash interest to, but not including,
the settlement date.
The
New
Notes have not been registered under the Securities Act of 1933, as amended,
and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Charter Holdings, CCH
II
and CCH I will enter into a registration rights agreement pursuant to which
they
will agree to file an exchange offer registration statement with the United
States Securities and Exchange Commission with respect to the New
Notes.
Concurrently
with these offers, CCHC and CCH II are commencing an offer to exchange up to
$450 million aggregate principal amount of Charter’s outstanding 5.875% senior
convertible notes due 2009 for up to $188.0 million in cash, up to 45.0 million
shares of Charter’s Class A Common Stock and up to $146.3 million aggregate
principal amount of CCH II’s 10.25% Senior Notes due 2010. The consummation of
the private exchange offers and the Charter’s convertible note exchange offer
are not conditioned on each other.
The
complete terms and conditions of these private exchange offers are set forth
in
the informational documents relating to the offers. The exchange offers are
subject to conditions that are described in the informational documents.
Documents
relating to these private offers will only be distributed to noteholders who
complete and return a letter of eligibility confirming that they are within
the
category of eligible investors for this private offer. Noteholders who desire
a
copy of the eligibility letter may contact Global Bondholder Service
Corporation, the information agent for the offers, at (866) 470-3700 (U.S.
Toll-free) or (212) 430-3774.
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would
be
unlawful.
###
About
Charter Communications®
Charter
Communications, Inc. is a leading broadband communications company and the
third-largest publicly traded cable operator in the United States.
Charter provides a full range of advanced broadband services, including advanced
Charter Digital® video
entertainment
programming, Charter High-Speed™ Internet access service, and Charter Telephone™
services. Charter Business™ similarly provides scalable, tailored and
cost-effective broadband communications solutions to business organizations,
such as business-to-business Internet access, data networking, video and music
entertainment services and business telephone. Charter’s advertising sales
and production services are sold under the Charter Media® brand. More
information about Charter can be found at www.charter.com.
#
#
#
Contact:
Press: Analysts:
Anita
Lamont Mary
Jo
Moehle
314/543-2215 314/543-2397
Cautionary
Statement Regarding Forward-Looking Statements:
This
release includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding,
among other things, our plans, strategies and prospects, both business and
financial. The Company will not undertake to revise forward-looking projections
to reflect events after this date. Although we believe that our plans,
intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, we cannot assure you that we will achieve or realize
these plans, intentions or expectations. Forward-looking statements are
inherently subject to risks, uncertainties and assumptions. Many of the
forward-looking statements contained in this
release may
be identified by the use of forward-looking words such as “believe,” “expect,”
“anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,”
“on track,” and “potential,” among others. Important factors that could cause
actual results to differ materially from the forward-looking statements we
make
in this release are
set forth in reports or documents that we file from time to time with the SEC,
and include, but are not limited to:
| · |
the
availability, in general, of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash flows from operating activities,
further
borrowings or other sources and, in particular, our ability to be able
to
provide under applicable debt instruments and under applicable law,
such
funds (by dividend, investment or otherwise) to the applicable obligor
of
such debt;
|
| · |
our
ability to comply with all covenants in our indentures and credit
facilities, any violation of which would result in a violation of the
applicable facility or indenture and could trigger a default of other
obligations under cross-default
provisions;
|
| · |
our
ability to pay or refinance debt prior to or when it becomes due and/or
to
take advantage of market opportunities and market windows to refinance
that debt through new issuances, exchange offers or otherwise, including
restructuring our balance sheet and leverage
position;
|
| · |
our
ability to sustain and grow revenues and cash flows from operating
activities by offering video, high-speed Internet, telephone and other
services and to maintain and grow a stable customer base, particularly
in
the face of increasingly aggressive competition from other service
providers;
|
| · |
our
ability to obtain programming at reasonable prices or to pass programming
cost increases on to our customers;
|
| · |
general
business conditions, economic uncertainty or slowdown;
and
|
| · |
the
effects of governmental regulation, including but not limited to
local
franchise authorities, on our business.
|
All
forward-looking statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary statement. We
are
under no duty or obligation to update any of the forward-looking statements
after the date of this release.